Date: 1st September 2025
NOTICE OF AN EXTRA-ORDINARY GENERAL MEETING
OF
K 2 LOGISTICS BANGLADESH LTD.
Notice is hereby given that an extra ordinary general meeting of K 2 LOGISTICS BANGLADESH LTD. will be held on 22nd September 2025 at 10:00 a.m. at the registered office of the company at House No. 131, (5th Floor), Road No. 13/C, Block No. E, Banani, Dhaka - 1213, Bangladesh to consider the following business and if thought fit to pass the following resolutions as special resolution:
To increase the Authorized Share Capital of the Company from Taka 1,00,00,000/- (One Crore) to Taka 2,50,00,000/- (Two Crore Fifty Lac) by adding Taka 1,50,00,000/- (One Crore Fifty Lac) divided into 1,50,000 (One Lac Fifty Thousand) Ordinary Shares of Taka 100/- each.
To consider making consequential amendments in respect of increase of Authorized Share Capital in clause V of the Memorandum of Association by passing a Special Resolution in the manner as hereunder:
Clause V of the Memorandum of Association:
“V. The authorized share Capital of the Company is Taka 2,50,00,000 (Taka Two Crore Fifty Lac) divided into 2,50,000 (Two Lac Fifty Thousand) ordinary shares of Taka 100/- (Taka One Hundred) each. The company shall have power to increase or reduce it and divide the shares in it’s capital for the time being into several classes of shares and to attach thereto respectively such preferential referred to special rights or conditions as may be determined by or in accordance with the Articles of Association of the Company.”
To consider making consequential amendments in respect of increase of Authorized Share Capital in Article 4 of the Articles of Association of the Company by passing a Special Resolution in the manner as hereunder:
Articles 4 of the Articles of Association:
“4. The authorized Share Capital of the Company is Taka 2,50,00,000/- (Taka Two Crore Fifty Lac) divided into 2,50,000 (Two Lac Fifty Thousand) ordinary shares of Taka 100/- each with power to increase or reduce the share capital of the Company for the time being in accordance with the provisions of the Companies Act.”
To discuss any other consequential matter in connection with the insert of a new Article in the Articles of Association as above.
All members are requested to attend the meeting in time.
√
____________________
Hiromi Mitani
Managing Director
K 2 LOGISTICS BANGLADESH LTD.
Copy to all Directors:
MINUTES OF AN EXTRA-ORDINARY GENERAL MEETING
OF
K 2 LOGISTICS BANGLADESH LTD.
An Extra-Ordinary General Meeting of K 2 LOGISTICS BANGLADESH LTD. was held on 22nd September 2025 at 10:00 a.m. at the registered office of the company at House No. 131, (5th Floor), Road No. 13/C, Block No. E, Banani, Dhaka - 1213, Bangladesh.
The following Members/Director were present:
Sl. No.
Name
Designation
Signature
01.
Hiromi Mitani
Managing Director
√
02.
Ryoma Mitani
Director
√
Proceedings:
Mr. Ryoma Mitani, Director of the Company, was elected as the Chairman of the meeting and presided over the proceedings. The meeting confirmed the quorum for holding the Extraordinary General Meeting (EGM) were present and the meeting was properly convened in accordance with the Company’s Memorandum and Articles of Association.
All the members being present, the chairman declared the meeting open at 10:00 a.m. He read out the agenda of the meeting and explained the purposes of the meeting. He explained that the existing Authorized Capital of the company is Taka 1,00,00,000 (One Crore) only. The meeting felt that at present this amount is low and in future the existing Paid-up Capital may need to be increased. So, for the interest of the business of the company existing authorized capital requires to be increased. As such the existing Memorandum and Articles of Association of the company need to be amended. The shareholders present in the meeting agreed with the proposal of the Chairman and to give effect to the amendments and the meeting passed and adopted the following resolutions as Special Resolutions:-
Agenda 1: To increase the Authorized Share Capital of the Company from Taka 1,00,00,000/- (One Crore) to Taka 2,50,00,000/- (Two Crore Fifty Lac) by adding Taka 1,50,00,000/- (One Crore Fifty Lac) divided into 1,50,000 (One Lac Fifty Thousand) Ordinary Shares of Taka 100/- each.
“Resolved that the Authorized Share Capital of the Company be and is hereby increased by an additional sum of Taka 1,50,00,000/- (Taka One Crore Fifty Lac) divided into 1,50,000 (One Lac Fifty Thousand) Ordinary Shares of Taka 100/- each, thereby increasing the Authorized Share Capital from Taka 1,00,00,000/- (Taka One Crore) divided into 1,00,000 (One Lac) Ordinary Shares of Taka 100/- each to Taka 2,50,00,000/- (Taka Two Crore Fifty Lac) divided into 2,50,000 (Two Lac Fifty Thousand) Ordinary Shares of Taka 100/- each..
Agenda 2: To consider making consequential amendments in respect of increase of Authorized Share Capital in clause V of the Memorandum of Association by passing a Special Resolution in the manner as hereunder:
The meeting considered for making consequential amendments in respect of increase of Authorized Share Capital and resolved by Special Resolution that Clause V of the Memorandum of Association of the Company be and is hereby amended in the manner as hereunder:
Clause V of the Memorandum of Association:
“V. The authorized share Capital of the Company is Taka 2,50,00,000 (Taka Two Crore Fifty Lac) divided into 2,50,000 (Two Lac Fifty Thousand) ordinary shares of Taka 100/- (Taka one hundred) each. The company shall have power to increase or reduce it and divide the shares in it’s capital for the time being into several classes of shares and to attach thereto respectively such preferential referred to special rights or conditions as may be determined by or in accordance with the Articles of Association of the Company.”
Agenda 3: To consider making consequential amendments in respect of increase of Authorized Share Capital in Article 4 of the Articles of Association of the Company by passing a Special Resolution in the manner as hereunder:
The meeting considered for making consequential amendments in respect of increase of Authorized Share Capital and resolved by Special Resolution that Article 4 of the Articles of Association of the Company be and is hereby amended in the manner as hereunder:
Articles 4 of the Articles of Association:
“4. The authorized Share Capital of the Company is Taka 2,50,00,000/- (Taka Two Crore Fifty Lac) divided into 2,50,000 (Two Lac Fifty Thousand) ordinary shares of Taka 100/- each with power to increase or reduce the share capital of the Company for the time being in accordance with the provisions of the Companies Act.”
Agenda 4: To consider changing of existing Memorandum and Articles of Association of K 2 LOGISTICS BANGLADESH LTD. and consequential amendments in respect of changing the existing Memorandum and Articles of Association of the company by passing a Special Resolution as enclosed at Annex – A.
The meeting considered consequential matters with amendments of Memorandum and Articles of Association and adopted the following resolution as Special Resolution.
Resolved that a reprinted copy of the Memorandum and Articles of Association with Clause V and Article 4 as amended be and is hereby adopted in substitution for and in exclusion of the existing Memorandum and Articles of Association and the new Memorandum and Articles of Association as adopted shall be the Memorandum and Articles of Association of the Company and a printed copy (as annexed – A) thereof is endorsed and be forwarded to the Registrar of Joint Stock Companies and Firms for records.
√
______________
Ryoma Mitani
Chairman of the Meeting
K 2 LOGISTICS BANGLADESH LTD.